A night as Grey Matter
by Zeushunter
Summary: Ben keeps messing with the Omnitrix now he is in Kevin's house at night stuck as Grey Matter. What will happen? Gay so dont like don't read. Comments and reviews appreciated. Possible one shot unless a lot of people want more.
1. Chapter 1

I own nothing. I own no characters. I only own this fantasy but not any of the characters in the fantasy. Hope you enjoy!

Ben's P.O.V.

I looked out of the window of Kevin's car. Kevin was driving. Gwen was in the passenger seat reading one of her spell books. I looked out of the window till I got bored then I started to mess with the Omnitrix. I was hoping to unlock master control or accidentally unlocking a new alien. By the time I looked up Gwen was getting out of the car.

"Bye you guys and Ben get some sleep you have an algebra quiz in the morning." She told me as she waved. I jumped in the front seat.

"Hey, Kevin do you mind if I use your computer? Mine kind of broke." I asked the older, muscular teen.

"Let me guess, you woke up from a night mare and used Jet ray and kind of shot it with your laser eyes?" he guessed.

I gave him a small fake chuckle "No, just kind of Swampfire." I whispered the last part. Kevin busted out laughing.

"Man fine just because that is one of the sorriest stories I have ever heard." Kevin said trying not to bust out laughing again. For the rest of the ride we sat in silence. I was still messing with the Omnitrix until we made it to his apartment. When we got out he told me to go to B 10. Which I thought was a joke.

"So wait you live in B 10?" I asked him.

He gritted his teeth as he said "It was all they had left and I could afford it. So can it Benji."

"Don't call me that." I told him. We walked in and it was cleaner than I thought. His apartment was spotless.

"Here you can sleep on the couch, and the computer is right there. I'm going to my bed and sleep. If you wake me up I'm going to kill you." He threatened to me.

"Yeah, good night." I told him as he shut the door then I heard the click of the knob as he locked it. I moved to the computer, but before I turned it on I got hungry and went to the kitchen to raid his pantry. There wasn't much in there except for noodles and a can of tomatoes. I got a pack of noodles and I found a bowl in the cabinet, then I started to cook them in the microwave adding more time so I could take it out before it beeped. As I waited for the noodles to finish I messed with the Omnitrix a bit more. Just as the timer made it to ten and I was about to take them out my Omnitrix said in a voice kind of like mine "Omnitrix Life-Form Lock activated."

'Wait what?' I thought to myself stopping the timer right before it went off. 'What does that mean?' But since it did not repeat itself I figured it wasn't too important to stress about. I ate the noodles then I sat at the computer. As I waited for it to turn on I heard a soft snoring sound. 'Aww he snores. Gwen owes me 5 bucks.' I said to myself as a log in screen popped up. There was only one username and that was KEVIN in all caps. When I clicked it the screen popped up with a password. 'Aww fuck you Kevin.' I thought to myself. I typed in Gwen hoping that would be the password but it wasn't. Then I tried Gwen and Kevin but that was a fail to. Then I got a crazy idea. "I might not know it, but I know a little friend who will." I said as I activated the Omnitrix. As I felt my bones shrink and my mind grow I knew it worked perfectly. "Grey Matter." I whispered still not wanting to wake up Kevin. For the next ten minutes I tried but I still couldn't. So I sat on the couch waiting for the Omnitrix to go into recharge mode. "Putting the Omnitrix on my back was a stupid design I can't even reach it." I mumbled to myself. Half an hour had passed before I came to the conclusion that I was not going to change back by timing out. I thought to myself before deciding to do what I thought of doing. 'Kevin might help me right?' I thought to myself. Before I could doubt myself I headed for Kevin's room. The crack underneath the door was just big enough for me to squeeze under.

As I went into his room an intoxicating smell hit my nose. I mean I always thought that Kevin was hot and sexy but I never said anything for fear that it would hurt our friendship. I smelled a mixture of motor oil, and plasma, which was pretty much his smell except for his natural musky smell. As I continued I noticed that his room was littered with dirty clothes. I tripped over something and as I landed I got a full whiff of it. The smell made me want to stay there forever and continue to sniff it, but I got up and as I did I noticed that it was a pair of black underwear. I was stunned at myself. 'No he is your friend you don't have crushes with your friends' I told myself but not believing a word. I made it to his bed and I climbed up. I ended underneath his sheets somehow but I found myself in the middle of two very toned legs. I continued on going up before I noticed a terrible secret about my friend.

He was nude. I did not know that Kevin slept naked. But I saw to very massive balls hanging down in front of me with a semi hard cock above them. I tried to close my eyes but it was hard I climbed over his thick muscular thigh. I tried to be light but when he started to moan I got scarred and jumped I landed beside his waist I sat there for a second then out of nowhere Kevin rolled over. I was on my back and Kevin's cock was laying on me. I felt the older teen's heartbeat. Without meaning to I inhaled and that smell that I smelled in his underwear came just A LOT stronger. I lost control.

I started to lick his big muscular dick. From going to six inches to ten in a matter of seconds. When I was only five inches tall. I heard Kevin moan as he rolled over on his back. I got up and I went and stood on his balls beside his towering cock. I wrapped my arms around it and I couldn't even touch my fingers together. I started to pump and his cock began to grow some more stopping around fourteen or fifteen inches. When I felt something warm and wet hit my head. It was pre-cum. I climbed up and started to lick it up out of his slit when I felt a warm muscular hand wrap around me. But not just me his dick. He started to pump. He started slow then he sped up. I could hear him moan a name. I was shocked that it was mine though. He sped up then I felt a pulse on his cock. He cummed and I was lucky enough that he stopped me on top. As he shot his cum it hit me in my face. I felt the warm liquid hit me over and over again. I collapsed and landed on his bed the last thing I remembered was thinking I have got to get to my human form as I rested my head on his ball sack.

Kevin P.O.V.

I woke up to a phone call from Gwen.

"Hey have you seen Ben?" she asked me. At that moment I went to scratch my balls but felt a familiar creature.

"Umm, no but I will call you if I see him." I told her, then I hung up. I lifted my sheets.

"Well it looks like someone had all the fun when I was asleep. I'll have to teach him a lesson on that." I then pushed the Omnitrix on Ben's back to change him human. His face beside my cock before I knew it he started to suck it as he slept. I moaned then put the blanket over him. "Oh yeah we are going to have a lot of fun tonight."


	2. Chapter 2

I need help please im brain dead PM me send me ideas please and thank you!


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